Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2022 | Feb. 16, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-55751 | |
Entity Registrant Name | STEM HOLDINGS, INC | |
Entity Central Index Key | 0001697834 | |
Entity Tax Identification Number | 61-1794883 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2201 NW Corporate Blvd | |
Entity Address, Address Line Two | Suite 205 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | (561) | |
Local Phone Number | 948-5410 | |
Title of 12(b) Security | Common Stock par value $0.001 | |
Trading Symbol | STMH | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 235,854,408 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets | ||
Cash and cash equivalents | $ 921 | $ 1,524 |
Accounts receivable, net of allowance for doubtful accounts | 191 | 313 |
Inventory | 2,012 | 2,675 |
Prepaid expenses and other current assets | 743 | 929 |
Total current assets | 3,867 | 5,441 |
Property and equipment, net | 8,736 | 9,089 |
Deposits and other assets | 13 | 13 |
Right of use asset | 6,703 | 6,874 |
Intangible assets, net | 7,835 | 8,014 |
Goodwill | 1,522 | 1,522 |
Due from related party | 28 | 28 |
Total assets | 28,704 | 30,981 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,802 | 2,310 |
Convertible notes, net | 1,915 | 1,477 |
Current maturities of long-term debt | 1,000 | 1,000 |
Short term notes and advances | 423 | 451 |
Derivative liability | 155 | 370 |
Lease liability | 573 | 580 |
Warrant liability | 99 | 55 |
Total current liabilities | 6,967 | 6,243 |
Lease liability - long term | 6,335 | 6,476 |
Long-term debt, mortgages | 1,225 | 1,225 |
Total liabilities | 14,527 | 13,944 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity | ||
Common stock, $0.001 par value; 750,000,000 shares authorized; 235,854,408 and 227,013,967 shares issued, issuable and outstanding as of Dcember 31, 2022 and September 30, 2022, respectively | 235 | 227 |
Additional paid-in capital | 148,685 | 148,450 |
Distribution | (24) | |
Accumulated deficit | (136,184) | (133,118) |
Total Stem Holdings stockholder’s equity | 12,712 | 15,559 |
Noncontrolling interest | 1,465 | 1,478 |
Total shareholders’ equity | 14,177 | 17,037 |
Total liabilities and shareholders’ equity | 28,704 | 30,981 |
Series A Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock | ||
Series B Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Sep. 30, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 235,854,408 | 227,013,967 |
Common stock, shares issuable | 235,854,408 | 227,013,967 |
Common stock, shares outstanding | 235,854,408 | 227,013,967 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 4,059 | $ 4,211 |
Cost of goods sold | 4,006 | 3,395 |
Gross Profit | 53 | 816 |
Operating expenses: | ||
Consulting fees | 65 | 188 |
Professional fees | 279 | 1,277 |
General and administration | 2,387 | 3,440 |
Impairment expense | 795 | |
Total operating expenses | 2,731 | 5,700 |
Loss from operations | (2,678) | (4,884) |
Other income (expenses), net | ||
Interest expense | (287) | (178) |
Change in fair value of derivative liability | 215 | |
Change in fair value of warrant liability | (45) | 1,738 |
Foreign currency exchange gain (loss) | (288) | 41 |
Other income | 4 | 10 |
Gain from disposal of subsidiary | 831 | |
Total other income (expense) | (401) | 2,442 |
Income (loss) from continuing operations | (3,079) | (2,442) |
Loss from discontinued operations, net of tax | (1,745) | |
Net income (loss) | (3,079) | (4,187) |
Net loss attributable to non-controlling interest | (13) | (123) |
Net loss attributable to Stem Holdings | $ (3,066) | $ (4,064) |
Loss from continuing operations, per share | $ (0.01) | $ (0.01) |
Loss from discontinued operations, per share | (0.01) | (0.01) |
Net income (loss) per share, basic and diluted | $ (0.01) | $ (0.02) |
Weighted-average shares outstanding, basic and diluted | 228,817,158 | 230,231,560 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Distribution [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Sep. 30, 2021 | $ 230 | $ 148,249 | $ (135) | $ (115,750) | $ 32,594 | $ 1,640 | $ 34,234 |
Beginning balance, shares at Sep. 30, 2021 | 229,988,620 | ||||||
Issuance of common stock in connection with consulting agreement | 30 | 30 | 30 | ||||
Issuance of common stock in connection with consulting agreement, shares | 130,000 | ||||||
Stock based compensation | $ 1 | 219 | 220 | 220 | |||
Stock based compensation, shares | 1,000,000 | ||||||
Net loss | (4,064) | (4,064) | (123) | (4,187) | |||
Common stock issued for cash | $ 3 | 282 | 285 | 285 | |||
Common stock issued for cash, shares | 3,223,611 | ||||||
Issuance of common stock related to interest expense | $ 1 | 66 | 67 | 67 | |||
Issuance of common stock related to interest expense, shares | 555,953 | ||||||
Common stock cancelled related to discontinued operations | $ (12) | (1,169) | 135 | (1,046) | (1,046) | ||
Common stock cancelled related to discontinued operations, shares | (11,506,700) | ||||||
Issuance of options in connection with employment agreement | 292 | 292 | 292 | ||||
Ending balance, value at Dec. 31, 2021 | $ 223 | 147,969 | (119,814) | 28,378 | 1,517 | 29,895 | |
Ending balance, shares at Dec. 31, 2021 | 223,391,484 | ||||||
Beginning balance, value at Sep. 30, 2022 | $ 227 | 148,450 | (133,118) | 15,559 | 1,478 | 17,037 | |
Beginning balance, shares at Sep. 30, 2022 | 227,013,967 | ||||||
Issuance of common stock in connection with consulting agreement | 9 | 9 | 9 | ||||
Issuance of common stock in connection with consulting agreement, shares | 350,000 | ||||||
Stock based compensation | $ 1 | 22 | 23 | 23 | |||
Stock based compensation, shares | 1,137,500 | ||||||
Issuance of common stock in connection with convertible debt | $ 7 | 117 | 124 | 124 | |||
Issuance of common stock in connection with convertible debt, shares | 7,352,941 | ||||||
Issuance of options in connection with employment agreement | 87 | 87 | 87 | ||||
Distribution related to YMY | (24) | (24) | (24) | ||||
Net loss | (3,066) | (3,066) | (13) | (3,079) | |||
Ending balance, value at Dec. 31, 2022 | $ 235 | $ 148,685 | $ (24) | $ (136,184) | $ 12,712 | $ 1,465 | $ 14,177 |
Ending balance, shares at Dec. 31, 2022 | 235,854,408 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (3,079) | $ (4,187) |
Loss from discontinued operations, net of tax | 1,745 | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 119 | 512 |
Issuance of common stock in connection with consulting agreements | 30 | |
Impairment of investments | 288 | |
Depreciation and amortization | 353 | 434 |
Amortization of intangible assets | 179 | 216 |
Amortization of debt discount | 150 | 7 |
Change in fair value of warrant liability and derivative liability | (170) | (1,738) |
Foreign currency adjustment | 288 | (41) |
Gain from disposal of subsidiary | (831) | |
Other | 23 | 14 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net of allowance for doubtful accounts | 122 | 28 |
Prepaid expenses and other current assets | 186 | 217 |
Inventory | 663 | (422) |
Other assets | 1,172 | |
Accounts payable and accrued expenses | 491 | 250 |
Net cash used in continuing operating activities | (675) | (2,306) |
Net cash provided by discontinued operating activities | 340 | |
Net cash used in operating activities | (675) | (1,966) |
Cash flows from investing activities | ||
Purchase of property and equipment | (129) | |
Related party payments | (1) | |
Net cash used in investing activities | (130) | |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 285 | |
Notes payable and advanced proceeds | 250 | |
Distribution | (24) | |
Repayments of notes payable | (154) | (393) |
Net cash provided by (used in) financing activities | 72 | (108) |
Net decrease in cash and cash equivalents | (603) | (2,204) |
Cash and cash equivalents at the beginning of the period | 1,524 | 5,464 |
Cash and cash equivalents at the end of the period | 921 | 3,260 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 90 | 106 |
Cash paid for taxes | ||
Supplemental disclosure of noncash activities: | ||
Financed Insurance | 65 | |
Interest paid in the form of common stock | 66 | |
Conversion of debt to equity | $ 124 |
Incorporation and Operations an
Incorporation and Operations and Going Concern | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation and Operations and Going Concern | 1. Incorporation and Operations and Going Concern Stem Holdings, Inc. (“Stem” or the “Company”) is a Nevada corporation incorporated on June 7, 2016, and is a leading omnichannel, vertically-integrated cannabis branded products and technology company with state-of-the-art cultivation, processing, extraction, retail, distribution, and delivery-as-a-service (DaaS) operations throughout the United States. Stem’s family of award-winning brands includes TJ’s Gardens™, TravisxJames™, and Yerba Buena™ flower and extracts; Cannavore™ edible confections; and e-commerce delivery platforms provide direct-to consumer proprietary logistics and an omnichannel UX (user experience)/CX (customer experience). The Company purchases, improves, leases, operates, and invests in properties for use in the production, distribution and sales of cannabis and cannabis-infused products licensed under the laws of the states of Oregon, Nevada, and California. As of December 31, 2022, Stem had ownership interests in 23 state issued cannabis licenses including nine (9) licenses for cannabis cultivation, three (3) licenses for cannabis processing, two (2) licenses for cannabis wholesale distribution, three (3) licenses for hemp production and (6) cannabis dispensary licenses. The Company has nine wholly-owned subsidiaries, including Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Agri, Inc., Stem Holdings Oregon Acquisitions 1, Corp., Stem Holdings Oregon Acquisitions 2, Corp., Stem Holdings Oregon Acquisitions 3, Corp., Stem Holdings Oregon Acquisitions 4 Corp., 2336034 Alberta Ltd. Stem, through its subsidiaries, is currently in the process of seeking the acquisition of entities or to be acquired by entities directly in the production and sale of cannabis. Driven Deliveries, Inc., a former wholly-owned subsidiary, was sold during the quarter ended December 31, 2021 (see Note 3). The Company’s stock is publicly traded and is listed on the Canadian Securities Exchange under the symbol “STEM” and the OTCQB exchange under the symbol “STMH”. In June 2021, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 750,000,000 Going Concern On December 31, 2022, the Company had approximate balances of cash and cash equivalents of $ 0.9 3.1 136.2 These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. While the recreational use of cannabis is legal under the laws of certain States, where the Company has and is working towards further finalizing the acquisition of entities or investment in entities that directly produce or sell cannabis, the use and possession of cannabis is illegal under United States Federal Law for any purpose, by way of Title II of the Comprehensive Drug Abuse Prevention and Control Act of 1970, otherwise known as the Controlled Substances Act of 1970 (the “ACT”). Cannabis is currently included under Schedule 1 of the Act, making it illegal to cultivate, sell or otherwise possess in the United States. On January 4, 2018, the office of the Attorney General published a memo regarding cannabis enforcement that rescinds directives promulgated under former President Obama that eased federal enforcement. In a January 8, 2018 memo, Jefferson B. Sessions, then Attorney General of the United States, indicated enforcement decisions will be left up to the U.S. Attorney’s in their respective states clearly indicating that the burden is with “federal prosecutors deciding which cases to prosecute by weighing all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of federal prosecution, and the cumulative impact of particular crimes on the community.” Subsequently, in April 2018, former President Trump promised to In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries, including the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects throughout our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition or results of operations. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Should the United States Federal Government choose to begin enforcement of the provisions under the “ACT”, the Company through its wholly owned subsidiaries could be prosecuted under the “ACT” and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis. Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants, and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. The Company is also in the process of seeking the acquisition of entities or to be acquired by entities directly in the production and sale of cannabis. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on January 13, 2023, for the year ended September 30, 2022. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations. The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Holdings Agri, Inc., Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., and Driven Deliveries, Inc., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, 2022, and September 30, 2022, the Company had no cash equivalents or short-term investments. The Company has not experienced any losses on deposits of cash and cash equivalents to date. Accounts Receivable Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of December 31, 2022, and September 30, 2022 the reserve for doubtful accounts was $ 79 Inventory Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments. Property and Equipment Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”. Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement* Furniture and equipment 5 Signage 5 Software and related 5 * Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life. Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives. Equity Method Investments Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0 During the quarter ended December 31, 2022, the Company recorded $ 0 Asset Acquisitions The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions. Goodwill and Intangible Assets Goodwill. No Intangible Assets No An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted. Business Combinations The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. Contingent Consideration The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of December 31, 2022 and September 30, 2022, such net operating losses were offset entirely by a valuation allowance. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0 Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales. The following policies reflect specific criteria for the various revenue streams of the Company: Cannabis Dispensary, Cultivation and Production Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers. The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws. Delivery 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product. Leases On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2022, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were $ 364 327 1 174 Lease Costs Schedule of Lease Costs Three Months Three Months Ended Ended December 31, December 31, 2022 2021 Components of total lease costs: Operating lease expense $ 364 $ 327 Total lease costs $ 364 $ 327 Lease positions as of December 31, 2022 ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of Right-of-Use Assets and Liabilities December 31, 2022 Assets Right of use asset $ 6,703 Total assets $ 6,703 Liabilities Operating lease liabilities – short term $ 573 Operating lease liabilities – long term 6,335 Total lease liability $ 6,908 Lease Terms and Discount Rate Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 12.15 Weighted average discount rate – operating lease 11.07 % Cash Flows Schedule of Cash Flow Related to Lease Three Months Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 364 Cash paydowns of operating liability $ (364 ) The future minimum lease payments under the leases are as follows: Schedule of Future Minimum Lease Payments 2023 $ 998 2024 1,147 2025 1,053 2026 1,027 2027 831 Thereafter 8,345 Total future minimum lease payments 13,401 Less: Lease imputed interest (6,493 ) Total $ 6,908 Disaggregation of Revenue In the quarter ended December 31, 2022, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606. The following table illustrates our revenue by type related to the quarters ended December 31, 2022, and 2021 respectively: Schedule of Disaggregation of Revenue Three Months Ended December 31, 2022 2021 Revenue Wholesale $ 889 $ 554 Retail 3,921 4,366 Other 12 21 Total revenue 4,822 4,941 Discounts and returns (763 ) (730 ) Net Revenue $ 4,059 $ 4,211 Geographical Concentrations As of December 31, 2022, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 18, as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act. Cost of Goods Sold Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. Fair Value of Financial Instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. Earnings (Loss) per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of December 31, 2022, and September 30, 2022, are as follows: Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: December 31, September 30, 2022 2022 Convertible notes 34,736,220 34,736,220 Options to purchase common stock 9,005,685 5,518,185 Unvested restricted stock awards - - Warrants to purchase common stock 55,787,372 65,783,059 Anti-dilutive Securities 99,529,277 106,037,464 The compa |
Property, Plant & Equipment
Property, Plant & Equipment | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | 3. Property, Plant & Equipment Property and equipment consist of the following (in thousands): Schedule of Property, Plant and Equipment December 31, September 30, 2022 2022 Land $ 1,151 $ 1,151 Automobiles 93 93 Signage 19 19 Furniture and equipment 2,590 2,590 Leasehold improvements 3,532 3,532 Buildings and property improvements 7,460 7,460 Computer software 59 59 Property and equipment, gross 14,904 14,904 Accumulated depreciation (6,168 ) (5,815 ) Property and equipment, net $ 8,736 $ 9,089 Depreciation expense was approximately $ 352 409 |
Inventory
Inventory | 3 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consists of the following (in thousands): Schedule of Inventory December 31, September 30, 2022 2022 Raw materials $ 343 $ 569 Work-in-progress 226 450 Finished goods 1,443 1,656 Total Inventory $ 2,012 $ 2,675 Raw materials and work-in-progress include the costs incurred for cultivation materials and live plants. Finished goods consists of cannabis products sent to retail locations or ready to be sold. No |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | 5. Prepaid expenses and other current assets Prepaid expenses and other current assets are assets and payments previously made, that benefit future periods. The balance as of December 31, 2022, includes the Employee Retention Tax Credit (“ERTC”) program from the U.S Treasury, as part of the COVID-19 stimulus package. During the fiscal year ended September 30, 2021, the Company applied for certain ERTC credits in the approximate amount of $ 5.1 201 Prepaid and other current assets comprised of the following: Schedule of Prepaid Expenses and Other Current Assets December 31, September 30, 2022 2022 Prepaid expenses $ 381 $ 538 ERTC credits 201 201 Deposits and other current assets 161 190 Total prepaid expenses and other current assets $ 743 $ 929 |
Non-Controlling Interests
Non-Controlling Interests | 3 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 6. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows (in thousands): Schedule of Non-Controlling Interests in Consolidated Entities As of September 30, 2022 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 553 $ (37 ) $ 516 36.2 % Western Coast Ventures, Inc. 842 $ (3 ) 839 49.0 % YMY Ventures, Inc. 299 $ 30 329 50.0 % Michigan RE 1, Inc. (54 ) $ (152 ) (206 ) 49.0 % $ 1,640 $ (162 ) $ 1,478 As of December 31, 2022 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 516 $ (9 ) $ 507 36.2 % Western Coast Ventures, Inc. 839 $ - 839 49.0 % YMY Ventures, Inc. 329 $ (4 ) 325 50.0 % Michigan RE 1, Inc. (206 ) $ - (206 ) 49.0 % $ 1,478 $ (13 ) $ 1,465 |
Discontinued Operations, Assets
Discontinued Operations, Assets and Liabilities Held for Sale | 3 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations, Assets and Liabilities Held for Sale | 7. Discontinued Operations, Assets and Liabilities Held for Sale Discontinued Operations On December 15, 2021, pursuant to a Share Exchange Agreement, the Company sold Driven Deliveries and its subsidiaries to the shareholders of Budee, Inc. in a transaction which the Company fully divested all of its interests in Driven Deliveries and all of its subsidiaries. Included in the terms of the Share Exchange Agreement, the shareholder of Budee, Inc., and prior officer of Driven Deliveries returned approximately 11.5 7.9 210 The following table presents the assets and liabilities associated with the divestiture of Driven Deliveries, Inc. as of December 15, 2021, the date Driven was divested (in thousands): Schedule of Discontinued Operations of Assets and Liabilities December 15, 2021 ASSETS Current assets Cash and cash equivalents $ 47 Inventory 509 Prepaid expenses and other current assets 242 Total current assets 798 Property and equipment, net 4 Right of use asset 327 Intangible assets, net 7,049 Total assets $ 8,178 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses 7,551 Short term notes and advances 3 Lease liability 218 Total current liabilities 7,772 Lease liability - long term 108 Total liabilities $ 7,880 The following table presents the operating results related to the divestiture of Driven Deliveries; Inc. (in thousands): Three Months Ended December 31, 2021 Revenues $ 3,805 Cost of goods sold 3,772 Gross Profit 33 Operating expenses: Consulting fees 4 Professional fees 24 General and administration 1,749 Total operating expenses 1,777 Loss from operations (1,744 ) Other expenses Interest expense 1 Total other expense 1 Loss from discontinued operations $ (1,745 ) |
Intangible Assets, net
Intangible Assets, net | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | 8. Intangible Assets, net Intangible assets as of September 30, 2022, and December 2022 (in thousands): Schedule of Intangible Assets Estimated Useful Life Cannabis Licenses Tradename Customer Relationship Non-compete Technology Accumulated Amortization Net Carrying Amount Balance as September 30, 2022 $ 8,365 $ 280 $ 645 $ 220 $ 5 $ (1,501 ) $ 8,014 YMY Ventures 15 - - - - - (13 ) (13 ) Yerba Buena 3 15 - - - - - (22 ) (22 ) Foothill (7LV) 15 - - - - - (131 ) (131 ) JV Retail 3 3 15 - - - - - (4 ) (4 ) JV Retail 4 3 15 - - - - - (4 ) (4 ) JV Extraction 10 15 - - - - - (5 ) (5 ) Other 5 - - - - - - - Balance as December 31, 2022 $ 8,365 $ 280 $ 645 $ 220 $ 5 $ (1,680 ) $ 7,835 Actual amortization expense to be reported in future periods could differ from these estimates as a result of new intangible asset acquisitions, changes in useful lives or other relevant factors or changes. Amortization expense for the quarters ended December 31, 2022, and 2021 was $ 179 218 The following table is a runoff of expected amortization in the following 5-year period as of December 31: Schedule of Expected Amortization 2023 $ 680 2024 680 2025 680 2026 680 2027 680 Thereafter 4,435 Intangible assets, net $ 7,835 |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 3 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | 9. Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses December 31, September 30, 2022 2022 Accounts payable 2,176 $ 1,790 Accrued credit cards 40 14 Accrued interest 130 111 Accrued payroll 161 109 Accrued sales tax liability 38 120 Other 257 166 Total Accounts Payable and Accrued Expenses $ 2,802 $ 2,310 |
Notes Payable and Advances
Notes Payable and Advances | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Advances | 10. Notes Payable and Advances The following table summarizes the Company’s short-term notes and long-term debt, mortgages as of December 31, 2022, and September 30, 2022: Schedule of Short-term Notes and Advances December 31, September 30, 2022 2022 Equipment financing $ 19 $ 20 Insurance financing 74 230 Promissory note 330 201 Total notes payable and advances $ 423 $ 451 Current portion of long-term debt $ 1,000 $ 1,000 Long-term mortgages, net of current portion 1,225 1,225 Total long-term debt, net of current portion $ 2,225 $ 2,225 Equipment financing January 2021, the Company entered into a promissory note in the amount of $ 27,880 13.29 642 19,206 Insurance financing Effective February 9, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 430,657 7.64 86,131 35,795 0 Effective February 24, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 17,551 7.37 18,033 1,327 0 Effective April 6, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 29,060 9.65 5,812 2,697.47 2,698 Effective May 23, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 7,599 11.50 2,121 640.41 1,922 Effective April 5, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 20,931 10.50 5,347 1,808.22 1,808 Effective July 7, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 10,150 11 3,950 837 3,391 Effective July 31, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 144,500 9.49 35,803 11,348 56,740 Effective November 26, 2022, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $ 11,089 12.90 1,961 971 7,769 Promissory note In January 2020, the Company issued two promissory notes with a principal balance of $ 500,000 to accredited investors (the “Note Holders”). The note matures in October 2020 and has an annual rate of interest of 12 %. In connection with the issuance of the promissory note, the Company issued the Note Holders 100,000 common stock purchase warrants with a five -year term from the issuance date, $ 0.85 per. As of July 2020, in consideration of the warrants being amended to $ 0.45 per share with an extended the term from five to a ten -year term, the maturity date has been extended to December 13, 2020. As of September 30, 2022, the obligation outstanding was $ 200,548 250,000 49,452 124,000 7,352,941 125,000 80,016 44,984 as of December 31, 2022 5,434,782 In November 2022, the Company completed a private placement of a $ 250,000 250,000 5,000 10 0.05 250,000 Long-term debt, mortgages In January 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15 January 31, 2022 400,000 450,000 12 three-year term In March 2020, the Company executed a $ 400,000 11.55 April 1, 2022 38,000 400,000 In March 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15 700,000 775,000 12 two-year term In July 2020, the Company executed a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 14 July 31, 2023 200,000 In April 2018, the Company received a 37.5 1.275 600,000 675,000 300,000 300,000 300,000 14 4,667 400,000 The following is a table of the 5-year runoff of our long-term debt as of December 31: Schedule of Maturities of Long Term Debt 2023 $ 1,000 2024 775 2025 450 2026 - 2027 - Thereafter - Total long-term debt 2,225 Less current portion of long-term debt: (1,000 ) Long term debt $ 1,225 Finance liability In November 2020, the Company executed a mortgage payable on property located in Mulino, Oregon to acquire additional funds. The mortgage bears interest at 15 13,750 1,094,989 29,167 2 1.8 1.4 |
Convertible debt
Convertible debt | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible debt | 11. Convertible debt Canaccord On December 27, 2018, the Company entered into an Agency Agreement (the “Agency Agreement”) for a private offering of up to 10,000 10,000,000 In December 2018 and January 2019, the Company issued 3,121 1,000 3.1 2.3 52,430 On March 14, 2019, the Company issued 962 1,000 1.0 0.7 5,600 The total aggregate proceeds of the Offering totaled $ 4.1 3.1 Each CD Special Warrant will be exchanged (with no further action on the part of the holder thereof and for no further consideration) for one convertible debenture unit of the Company (a “Convertible Debenture Unit”), on the earlier of: (i) the third business day after the date on which both (A) a receipt (the “Receipt”) for a (final) document (the “Qualification Document”) qualifying the distribution of the Convertible Debentures (as defined below) and Warrants (as defined below) issuable upon exercise of the CD Special Warrants has been issued by the applicable securities regulatory authorities in the Canadian jurisdictions in which purchasers of the CD Special Warrants are resident (the “Canadian Jurisdictions”), and (B) a registration statement (the “Registration Statement”) registering the resale of the common shares underlying the Convertible Debentures and Warrants has been declared effective by the U.S. Securities and Exchange Commission (the “Registration”); and (ii) the date that is six months following the closing of the Offering. The Company has also provided certain registration rights to purchasers of the CD Special Warrants. The CD Special Warrants were exchanged for Convertible Debenture Units after six months as U.S. and Canadian registrations were not effective at that time. Each Convertible Debenture Unit is comprised of CDN $ 1,000 8.0 3.90 The Company has agreed to use its best efforts to obtain the Receipt and Registration within six months following the closing of the Offering. If the Receipt and Registration have not been obtained on or before 5:00 p.m. (PST) on the date that is 120 days following the closing of the Offering, each unexercised CD Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 The brokered portion of the Offering (CDN $ 2.5 1.9 7.0 7.0 1,000 157,290 50,000 50,000 3.00 20,000 181,365 0.32 The issuance of the securities was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, Regulation D promulgated under the Securities Act, Regulation S, in Canada to “accredited investors” within the meaning of National Instrument 45106 and other exempt purchasers in each province of Canada, except Quebec, and/or outside Canada and the United States on a basis which does not require the qualification or registration. The securities being offered have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. The Convertible Debenture features contain the following embedded derivatives: ● Conversion Option - The Convertible Debentures provide the holder the right to convert all or any portion of the outstanding principal into common shares of the Company at a conversion price of C$ 3.00 333.33 1,000 ● Contingent Put - Upon an Event of Default, the Convertible Debentures settle for cash at the outstanding principal and interest amount (at discretion of the Indenture Trustee or upon request of Holders of 25 ● Contingent Put - Upon a Change in Control, the Convertible Debentures settle for cash at the outstanding amount and principal and interest * 105 The conversion option, the contingent put feature upon an Event of Default, and the contingent put feature upon a Change in Control should be bifurcated and recognized collectively as a compound embedded derivative at fair value at inception and at each quarterly reporting period. A five percent penalty assessed for failure to timely file a registration statement to register the stock underlying the CD special warrants. The Company valued the warrants granted using the Black-Scholes pricing model and determined that the value at grant date was approximately $ 424,000 Schedule of Assumptions Used Valuations of Warrants Fair value of underlying common shares $ 1.78 2.10 Exercise price (converted to USD) $ 2.93 Dividend yield - Historical volatility 85 % Risk free interest rate 1.4 1.9 % The warrants are not indexed to the Company’s own stock under ASC 815, Derivatives and Hedging. As such, the warrants do not meet the scope exception in ASC 815-10-15-74(a) to derivative accounting and therefore were accounted for as a liability in accordance with the guidance in ASC 815. The warrant liability was recorded at the date of grant at fair value with subsequent changes in fair value recognized in earnings each reporting period. In April 2020, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$ 1.50 1.15 1.90 1.87 In June 2022, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which initially closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$ 0.20 0.10 0.80 5 1,000 1.2 803 1.9 1.5 900 1.1 The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the period ended December 31, 2022, in USD, ( in thousands Schedule of Warrant Liability and Embedded Derivative Liability Warrant Liability Derivative Liability Balance as of September 30, 2022 $ - $ 370 Change in fair value 6 (215 ) Balance as of December 31, 2022 $ 6 $ 155 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 12. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of the quarter ended December 31, 2022 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis markets observable inputs unobservable inputs Fair value measured at December 31, 2022 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value (Level 1) (Level 2) (Level 3) Warrant liability $ 99 $ - $ - $ 99 Embedded derivative liability 155 - - 155 Total fair value $ 254 $ - $ - $ 254 There were no transfers between Level 1, 2 or 3 during the quarter ended December 31, 2022. The following table presents changes in Level 3 liabilities measured at fair value for the quarter ended December 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value Embedded Warrant Liability Derivative Liability Total Balance – September 30, 2022 $ 55 $ 370 $ 425 Warrants granted for services - - - Change in fair value 44 (215 ) (171 ) Balance – December 31, 2022 $ 99 $ 155 $ 254 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2022, and September 2022 is as follows: Summary of Weighted Average Significant Unobservable Inputs Embedded Derivative Liability As of December 31, As of September 30, 2022 2022 Strike price $ 0.10 $ 0.10 Contractual term (years) 2.6 2.8 Volatility (annual) 145 % 141 % Risk-free rate 3.77 % 4.00 % Dividend yield (per share) 0.00 % 0.00 % Credit spread 14 16 14 16 The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5 4 1 1 |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders’ Equity | 13. Shareholders’ Equity In 2016, the Company adopted a plan to allow the Company to compensate prospective and current employees, directors, and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15% of the total shares then outstanding. No limitations exist on any other instruments issuable under the plan. In the event of a change in control of the Company, all unvested instruments issued under the plan become immediately vested. Pursuant to the shareholders meeting on June 25, 2021, the Company has amended its certificate of incorporation to increase the number of authorized Company Common Shares from 300,000,000 750,000,000 Preferred shares The Company had two series of preferred shares designated with no preferred shares issued and outstanding as of December 31, 2022, and September 30, 2022. Common shares During the quarter ended December 31, 2021, the Company issued 3,223,611 285,000 During the quarter ended December 31, 2021, the Company issued 130,000 30,000 0.23 During the quarter ended December 31, 2021, the Company issued 1,000,000 220,000 During the quarter ended December 31, 2021, the Company cancelled 11,506,700 During the quarter ended December 31, 2021, the Company converted $ 67,000 555,953 During the quarter ended December 31, 2022, the Company issued 350,000 9,000 During the quarter ended December 31, 2022, the Company issued 1,137,500 23,000 During the quarter ended December 31, 2022, the Company converted $ 124,000 7,352,941 |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Stock Based Compensation | 14. Stock Based Compensation Stock Options The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0 The fair value of options granted during the quarter ended December 31, 2022, were estimated using the following weighted-average assumptions There were no options granted during the quarter ended December 31, 2021: Options: Schedule of Fair Value of Options Granted For the Three Months Ended December 31, 2022 2021 Exercise price $ 0.05 n/a Expected term (years) 4.94 n/a Expected stock price volatility 124 % n/a Risk-free rate of interest 2.42 % n/a Expected dividend rate 0 % n/a A summary of option activity under the Company’s stock option plan for the three months ended December 31, 2022 is presented below: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of October 1, 2021 6,697,916 $ 1.07 $ 54 2.09 Granted 1,500,000 0.07 - 4.39 Expired (2,242,231 ) (0.67 ) - - Outstanding as of September 30, 2022 5,955,685 $ 1.07 $ - 2.90 Granted 3,425,000 $ 0.05 $ - 4.94 Outstanding as of December 31, 2022 9,380,685 $ 0.27 $ - 3.13 Options vested and exercisable 9,005,685 $ 0.35 $ - 2.83 Estimated future stock-based compensation expense relating to unvested stock options was nominal as of December 31, 2022, and 2021. Weighted average remaining contractual life of the options is 4.94 Stock-based Compensation Expense Stock-based compensation expense for the quarters ended December 31, 2022, and 2021 was comprised of the following (in thousands): Schedule of Stock-based Compensation Expenses 2022 2021 Three months ended December 31, 2022 2021 Stock grants $ 32 $ 220 Stock options 87 292 Warrants - - Total stock-based compensation $ 119 $ 512 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 15. Commitments and contingencies As noted earlier in Note 1, the Company, engages in a business that constitutes an illegal act under the laws of the United States Federal Government. This raises several possible issues which may impact the Company’s overall operations, not the least of which are related to traditional banking and other key operational risks. Since cannabis remains illegal on the federal level, and most traditional banks are federally insured, those financial institutions will not service cannabis businesses. In states where medical or recreational marijuana is legal, dispensary owners, manufacturers, and anybody who “touches the plant,” continue to face a host of operational hurdles. While local, state-chartered banks and credit unions now accept cannabis commerce, there remains a reluctance by traditional banks to do business with them. Aside from a huge inconvenience and the need to find creative ways to manage financial flow, payroll logistics, and payment of taxes, his also poses tremendous risks to controls as a result of operating a lucrative business in cash. This lack of access to traditional banking may inhibit industry growth. In the quarter ended December 31, 2022, the Company’s has accounts with a Florida bank and several credit unions located in Washington and California. Despite the uncertainties surrounding the Federal government’s position on legalized marijuana, the Company does not believe these risks will have a substantive impact on its planned operations in the near term. In July 2016, the Company entered into a 10 7,033 315 2 14,000 On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 3,525 In September 2019, the Company entered into a 4 4,285 2,000 In January 2019, the Company entered into a 5 9,696 Pursuant to the execution of a sale lease back agreement with the Company’s Wallis property, a/k/a Never Again, the Company in May 2021, entered into a 15 31,500 2.5 60,000 The Company executed an Agency Agreement and in consideration of the services rendered by the Agent and in connection with the Offering, the Company has agreed to pay the Agent, on the Closing Date a commission equal to 7 Agent’s Commission President’s List Broker Warrants Broker Share 7 3.5 0.55 100,000 Corporate Finance Fee 50,000 50,000 90,909 Corporate Finance Fee Shares 350,000 Over-Allotment Option 15 2,590,909 Additional Units 9,200,000 644,000 8,556,000 10,925,000 764,750 10,160,250 16,926,019 1,471,291 0.55 10,309,210 809,210.05 0.68 972,092 0.43 420,000 Legal Proceedings D.H. Flamingo, Inc. v. Department of Taxation, et. al. On February 27, 2020, a subsidiary of the Company (YMY Ventures, LLC) was served with a Summons and Second Amended Complaint in a matter pending in the District Court of Clark County Nevada (Case # A-19-787004-B) which is styled “D.H. Flamingo, Inc. v. Department of Taxation, et. al. Chris Hass, et al. vs Brian Hayek, et al. Plaintiffs filed their initial complaint in the instant action on May 22, 2020. Plaintiffs filed the operative first amended complaint on August 18, 2020. On March 28, 2022, Plaintiffs obtained a stipulated judgment in this action in the amount of $ 349,876.69 Under California law, Stem, as Driven Deliveries’ prior parent company was legally required to assume Driven Deliveries’ debt to Plaintiffs. If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporations into the parent corporation or the merger into the subsidiary corporation of the parent corporation and any other subsidiary corporation or corporations, may be effected by a resolution or plan of merger adopted and approved by the board of the parent corporation and the filing of a certificate of ownership as provided in subdivision . The resolution or plan of merger shall provide for the merger and shall provide that the surviving corporation assumes all the liabilities of each disappearing corporation and shall include any other provisions required by this section. Stem’s S-4 Statement to the SEC states, “Driven is surviving the merger as a wholly owned subsidiary of Stem (the ‘Merger’). Stem, together with Driven following the Merger, is referred to herein as the combined company. Following the completion of the Merger, Stem will also assume Driven’s outstanding net indebtedness.” Plaintiffs argue that while the merger with Stem was pending, Driven and Stem’s COO, Brian Hayek agreed to be bound by California law in executing the Settlement Agreement. Accordingly, applying California law, Stem assumed Dirven’s liability to Plaintiffs. Accordingly, Plaintiffs have demonstrated Stem is Driven Deliveries’ successor in interest. In the interest of justice this Court grants Plaintiffs’ motion to amend judgment to add nonparty Stem Holdings Inc. as an additional defendant. Additionally, the Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business. |
Subsequent events
Subsequent events | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | 16. Subsequent events As of December 31, 2022, the Company has partially converted a $ 250,000 7,352,941 50 125,000 125,000 5,434,782 In January 2023, the Company has executed a $ 250,000 500,000 0.01 12 0.005 In January 2023, pursuant to an Oregon Real Estate Agreement, the Company sold its ownership interest in Never Again 2, LLC. The purchase price for this land was $ 275,000 The Company has evaluated subsequent events after December 31, 2022, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The accompanying interim condensed consolidated financial statements are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all the normal recurring adjustments necessary to present fairly the financial position and results of operations as of and for the periods presented. The interim results are not necessarily indicative of the results to be expected for the full year or any future period. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company believes that the disclosures are adequate to make the interim information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Report on Form 10-K filed on January 13, 2023, for the year ended September 30, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long live assets for impairment testing, valuation of intangible assets, and the valuation of inventory. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Reclassifications | Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. |
Principles of Consolidation | Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations. The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Holdings Agri, Inc., Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation, and Stem Oregon Acquisitions 1 Corp., and Driven Deliveries, Inc., which was subsequently divested. In addition, the Company has consolidated YMY Ventures, WCV, LLC and NVD RE, Inc. under the variable interest requirements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of December 31, 2022, and September 30, 2022, the Company had no cash equivalents or short-term investments. The Company has not experienced any losses on deposits of cash and cash equivalents to date. |
Accounts Receivable | Accounts Receivable Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of December 31, 2022, and September 30, 2022 the reserve for doubtful accounts was $ 79 |
Inventory | Inventory Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest. Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments. |
Property and Equipment | Property and Equipment Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. See “Note 3 – Property, Equipment and Leasehold Improvements”. Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement* Furniture and equipment 5 Signage 5 Software and related 5 * Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives. |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0 During the quarter ended December 31, 2022, the Company recorded $ 0 |
Asset Acquisitions | Asset Acquisitions The Company has adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as businesses acquisitions. As a result of adopting ASU 2017-01, acquisitions of real estate and cannabis licenses do not meet the definition of a business combination and were deemed asset acquisitions, and the Company therefore capitalized these acquisitions, including its costs associated with these acquisitions. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill. No Intangible Assets No An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. |
Contingent Consideration | Contingent Consideration The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of December 31, 2022 and September 30, 2022, such net operating losses were offset entirely by a valuation allowance. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall corporate income tax rate to 21.0 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales. The following policies reflect specific criteria for the various revenue streams of the Company: Cannabis Dispensary, Cultivation and Production Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers. The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws. Delivery 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product. |
Leases | Leases On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2022, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were $ 364 327 1 174 Lease Costs Schedule of Lease Costs Three Months Three Months Ended Ended December 31, December 31, 2022 2021 Components of total lease costs: Operating lease expense $ 364 $ 327 Total lease costs $ 364 $ 327 Lease positions as of December 31, 2022 ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of Right-of-Use Assets and Liabilities December 31, 2022 Assets Right of use asset $ 6,703 Total assets $ 6,703 Liabilities Operating lease liabilities – short term $ 573 Operating lease liabilities – long term 6,335 Total lease liability $ 6,908 Lease Terms and Discount Rate Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 12.15 Weighted average discount rate – operating lease 11.07 % Cash Flows Schedule of Cash Flow Related to Lease Three Months Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 364 Cash paydowns of operating liability $ (364 ) The future minimum lease payments under the leases are as follows: Schedule of Future Minimum Lease Payments 2023 $ 998 2024 1,147 2025 1,053 2026 1,027 2027 831 Thereafter 8,345 Total future minimum lease payments 13,401 Less: Lease imputed interest (6,493 ) Total $ 6,908 |
Disaggregation of Revenue | Disaggregation of Revenue In the quarter ended December 31, 2022, revenue reported was primarily from the sale of cannabis and related products accounted for under ASC 606. The following table illustrates our revenue by type related to the quarters ended December 31, 2022, and 2021 respectively: Schedule of Disaggregation of Revenue Three Months Ended December 31, 2022 2021 Revenue Wholesale $ 889 $ 554 Retail 3,921 4,366 Other 12 21 Total revenue 4,822 4,941 Discounts and returns (763 ) (730 ) Net Revenue $ 4,059 $ 4,211 |
Geographical Concentrations | Geographical Concentrations As of December 31, 2022, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 18, as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act. |
Cost of Goods Sold | Cost of Goods Sold Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
Stock-based Compensation | Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. |
Earnings (Loss) per Share | Earnings (Loss) per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of December 31, 2022, and September 30, 2022, are as follows: Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: December 31, September 30, 2022 2022 Convertible notes 34,736,220 34,736,220 Options to purchase common stock 9,005,685 5,518,185 Unvested restricted stock awards - - Warrants to purchase common stock 55,787,372 65,783,059 Anti-dilutive Securities 99,529,277 106,037,464 The company has determined that the amount of interest expense and gains and losses for the derivative liabilities associated with the Company’s convertible notes is immaterial and inclusion would be anti-dilutive and has therefore not included an Earnings Per Share table recording the diluted earnings. |
Advertising Costs | Advertising Costs The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was $ 39 122 quarters ended December 31, 2022, and 2021, respectively. |
Related parties | Related parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Segment reporting | Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one |
Recent Accounting Guidance | Recent Accounting Guidance In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. In January 2020, the FASB issued ASU 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivative and Hedging (Topic 815), which clarifies the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The guidance clarifies how to account for the transition into and out of the equity method of accounting when considering observable transactions under the measurement alternative. The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual periods, with early adoption permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods beginning after December 15, 2021, and interim periods within those annual periods and early adoption is permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets | Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement* Furniture and equipment 5 Signage 5 Software and related 5 |
Schedule of Lease Costs | Lease Costs Schedule of Lease Costs Three Months Three Months Ended Ended December 31, December 31, 2022 2021 Components of total lease costs: Operating lease expense $ 364 $ 327 Total lease costs $ 364 $ 327 |
Schedule of Right-of-Use Assets and Liabilities | ROU lease assets and lease liabilities for our operating leases were recorded in the consolidated condensed balance sheet as follows: Schedule of Right-of-Use Assets and Liabilities December 31, 2022 Assets Right of use asset $ 6,703 Total assets $ 6,703 Liabilities Operating lease liabilities – short term $ 573 Operating lease liabilities – long term 6,335 Total lease liability $ 6,908 |
Schedule of Lease Terms and Discount Rate | Lease Terms and Discount Rate Schedule of Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 12.15 Weighted average discount rate – operating lease 11.07 % |
Schedule of Cash Flow Related to Lease | Cash Flows Schedule of Cash Flow Related to Lease Three Months Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 364 Cash paydowns of operating liability $ (364 ) |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under the leases are as follows: Schedule of Future Minimum Lease Payments 2023 $ 998 2024 1,147 2025 1,053 2026 1,027 2027 831 Thereafter 8,345 Total future minimum lease payments 13,401 Less: Lease imputed interest (6,493 ) Total $ 6,908 |
Schedule of Disaggregation of Revenue | The following table illustrates our revenue by type related to the quarters ended December 31, 2022, and 2021 respectively: Schedule of Disaggregation of Revenue Three Months Ended December 31, 2022 2021 Revenue Wholesale $ 889 $ 554 Retail 3,921 4,366 Other 12 21 Total revenue 4,822 4,941 Discounts and returns (763 ) (730 ) Net Revenue $ 4,059 $ 4,211 |
Schedule of Computation of Diluted Loss | Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: December 31, September 30, 2022 2022 Convertible notes 34,736,220 34,736,220 Options to purchase common stock 9,005,685 5,518,185 Unvested restricted stock awards - - Warrants to purchase common stock 55,787,372 65,783,059 Anti-dilutive Securities 99,529,277 106,037,464 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment consist of the following (in thousands): Schedule of Property, Plant and Equipment December 31, September 30, 2022 2022 Land $ 1,151 $ 1,151 Automobiles 93 93 Signage 19 19 Furniture and equipment 2,590 2,590 Leasehold improvements 3,532 3,532 Buildings and property improvements 7,460 7,460 Computer software 59 59 Property and equipment, gross 14,904 14,904 Accumulated depreciation (6,168 ) (5,815 ) Property and equipment, net $ 8,736 $ 9,089 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): Schedule of Inventory December 31, September 30, 2022 2022 Raw materials $ 343 $ 569 Work-in-progress 226 450 Finished goods 1,443 1,656 Total Inventory $ 2,012 $ 2,675 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid and other current assets comprised of the following: Schedule of Prepaid Expenses and Other Current Assets December 31, September 30, 2022 2022 Prepaid expenses $ 381 $ 538 ERTC credits 201 201 Deposits and other current assets 161 190 Total prepaid expenses and other current assets $ 743 $ 929 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interests in Consolidated Entities | Non-controlling interests in consolidated entities are as follows (in thousands): Schedule of Non-Controlling Interests in Consolidated Entities As of September 30, 2022 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 553 $ (37 ) $ 516 36.2 % Western Coast Ventures, Inc. 842 $ (3 ) 839 49.0 % YMY Ventures, Inc. 299 $ 30 329 50.0 % Michigan RE 1, Inc. (54 ) $ (152 ) (206 ) 49.0 % $ 1,640 $ (162 ) $ 1,478 As of December 31, 2022 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 516 $ (9 ) $ 507 36.2 % Western Coast Ventures, Inc. 839 $ - 839 49.0 % YMY Ventures, Inc. 329 $ (4 ) 325 50.0 % Michigan RE 1, Inc. (206 ) $ - (206 ) 49.0 % $ 1,478 $ (13 ) $ 1,465 |
Discontinued Operations, Asse_2
Discontinued Operations, Assets and Liabilities Held for Sale (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations of Assets and Liabilities | The following table presents the assets and liabilities associated with the divestiture of Driven Deliveries, Inc. as of December 15, 2021, the date Driven was divested (in thousands): Schedule of Discontinued Operations of Assets and Liabilities December 15, 2021 ASSETS Current assets Cash and cash equivalents $ 47 Inventory 509 Prepaid expenses and other current assets 242 Total current assets 798 Property and equipment, net 4 Right of use asset 327 Intangible assets, net 7,049 Total assets $ 8,178 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses 7,551 Short term notes and advances 3 Lease liability 218 Total current liabilities 7,772 Lease liability - long term 108 Total liabilities $ 7,880 The following table presents the operating results related to the divestiture of Driven Deliveries; Inc. (in thousands): Three Months Ended December 31, 2021 Revenues $ 3,805 Cost of goods sold 3,772 Gross Profit 33 Operating expenses: Consulting fees 4 Professional fees 24 General and administration 1,749 Total operating expenses 1,777 Loss from operations (1,744 ) Other expenses Interest expense 1 Total other expense 1 Loss from discontinued operations $ (1,745 ) |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of September 30, 2022, and December 2022 (in thousands): Schedule of Intangible Assets Estimated Useful Life Cannabis Licenses Tradename Customer Relationship Non-compete Technology Accumulated Amortization Net Carrying Amount Balance as September 30, 2022 $ 8,365 $ 280 $ 645 $ 220 $ 5 $ (1,501 ) $ 8,014 YMY Ventures 15 - - - - - (13 ) (13 ) Yerba Buena 3 15 - - - - - (22 ) (22 ) Foothill (7LV) 15 - - - - - (131 ) (131 ) JV Retail 3 3 15 - - - - - (4 ) (4 ) JV Retail 4 3 15 - - - - - (4 ) (4 ) JV Extraction 10 15 - - - - - (5 ) (5 ) Other 5 - - - - - - - Balance as December 31, 2022 $ 8,365 $ 280 $ 645 $ 220 $ 5 $ (1,680 ) $ 7,835 |
Schedule of Expected Amortization | The following table is a runoff of expected amortization in the following 5-year period as of December 31: Schedule of Expected Amortization 2023 $ 680 2024 680 2025 680 2026 680 2027 680 Thereafter 4,435 Intangible assets, net $ 7,835 |
Accounts payable and accrued _2
Accounts payable and accrued expenses (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses December 31, September 30, 2022 2022 Accounts payable 2,176 $ 1,790 Accrued credit cards 40 14 Accrued interest 130 111 Accrued payroll 161 109 Accrued sales tax liability 38 120 Other 257 166 Total Accounts Payable and Accrued Expenses $ 2,802 $ 2,310 |
Notes Payable and Advances (Tab
Notes Payable and Advances (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Notes and Advances | The following table summarizes the Company’s short-term notes and long-term debt, mortgages as of December 31, 2022, and September 30, 2022: Schedule of Short-term Notes and Advances December 31, September 30, 2022 2022 Equipment financing $ 19 $ 20 Insurance financing 74 230 Promissory note 330 201 Total notes payable and advances $ 423 $ 451 Current portion of long-term debt $ 1,000 $ 1,000 Long-term mortgages, net of current portion 1,225 1,225 Total long-term debt, net of current portion $ 2,225 $ 2,225 |
Schedule of Maturities of Long Term Debt | The following is a table of the 5-year runoff of our long-term debt as of December 31: Schedule of Maturities of Long Term Debt 2023 $ 1,000 2024 775 2025 450 2026 - 2027 - Thereafter - Total long-term debt 2,225 Less current portion of long-term debt: (1,000 ) Long term debt $ 1,225 |
Convertible debt (Tables)
Convertible debt (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Assumptions Used Valuations of Warrants | Schedule of Assumptions Used Valuations of Warrants Fair value of underlying common shares $ 1.78 2.10 Exercise price (converted to USD) $ 2.93 Dividend yield - Historical volatility 85 % Risk free interest rate 1.4 1.9 % |
Schedule of Warrant Liability and Embedded Derivative Liability | The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the period ended December 31, 2022, in USD, ( in thousands Schedule of Warrant Liability and Embedded Derivative Liability Warrant Liability Derivative Liability Balance as of September 30, 2022 $ - $ 370 Change in fair value 6 (215 ) Balance as of December 31, 2022 $ 6 $ 155 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of the quarter ended December 31, 2022 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis markets observable inputs unobservable inputs Fair value measured at December 31, 2022 Quoted prices in active Significant other Significant markets observable inputs unobservable inputs Fair value (Level 1) (Level 2) (Level 3) Warrant liability $ 99 $ - $ - $ 99 Embedded derivative liability 155 - - 155 Total fair value $ 254 $ - $ - $ 254 |
Schedule of Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the quarter ended December 31, 2022. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value Embedded Warrant Liability Derivative Liability Total Balance – September 30, 2022 $ 55 $ 370 $ 425 Warrants granted for services - - - Change in fair value 44 (215 ) (171 ) Balance – December 31, 2022 $ 99 $ 155 $ 254 |
Summary of Weighted Average Significant Unobservable Inputs | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of December 31, 2022, and September 2022 is as follows: Summary of Weighted Average Significant Unobservable Inputs Embedded Derivative Liability As of December 31, As of September 30, 2022 2022 Strike price $ 0.10 $ 0.10 Contractual term (years) 2.6 2.8 Volatility (annual) 145 % 141 % Risk-free rate 3.77 % 4.00 % Dividend yield (per share) 0.00 % 0.00 % Credit spread 14 16 14 16 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of Fair Value of Options Granted | The fair value of options granted during the quarter ended December 31, 2022, were estimated using the following weighted-average assumptions There were no options granted during the quarter ended December 31, 2021: Options: Schedule of Fair Value of Options Granted For the Three Months Ended December 31, 2022 2021 Exercise price $ 0.05 n/a Expected term (years) 4.94 n/a Expected stock price volatility 124 % n/a Risk-free rate of interest 2.42 % n/a Expected dividend rate 0 % n/a |
Schedule of Stock Option Activity | A summary of option activity under the Company’s stock option plan for the three months ended December 31, 2022 is presented below: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of October 1, 2021 6,697,916 $ 1.07 $ 54 2.09 Granted 1,500,000 0.07 - 4.39 Expired (2,242,231 ) (0.67 ) - - Outstanding as of September 30, 2022 5,955,685 $ 1.07 $ - 2.90 Granted 3,425,000 $ 0.05 $ - 4.94 Outstanding as of December 31, 2022 9,380,685 $ 0.27 $ - 3.13 Options vested and exercisable 9,005,685 $ 0.35 $ - 2.83 |
Schedule of Stock-based Compensation Expenses | Stock-based compensation expense for the quarters ended December 31, 2022, and 2021 was comprised of the following (in thousands): Schedule of Stock-based Compensation Expenses 2022 2021 Three months ended December 31, 2022 2021 Stock grants $ 32 $ 220 Stock options 87 292 Warrants - - Total stock-based compensation $ 119 $ 512 |
Incorporation and Operations _2
Incorporation and Operations and Going Concern (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2021 | Jun. 25, 2021 | Jun. 24, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 300,000,000 | 750,000,000 | 300,000,000 |
Cash equivalents, at carrying value | $ 900 | ||||
Working capital | 3,100 | ||||
Accumulated deficit | $ 136,184 | $ 133,118 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Life of Assets (Details) | 3 Months Ended | |
Dec. 31, 2022 | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life, description | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 20 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life, description | Shorter of term of lease or economic life of improvement* | [1] |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 5 years | |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 5 years | |
Software and Related [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment estimated useful life | 5 years | |
[1]Unless the relevant lease is classified as a sales-type lease, under which the assets are depreciated over the estimated useful life. |
Schedule of Lease Costs (Detail
Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Operating lease expense | $ 364 | $ 327 |
Total lease costs | $ 364 | $ 327 |
Schedule of Right-of-Use Assets
Schedule of Right-of-Use Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Accounting Policies [Abstract] | ||
Right of use asset | $ 6,703 | $ 6,874 |
Total assets | 6,703 | 6,874 |
Operating lease liabilities – short term | 573 | 580 |
Operating lease liabilities – long term | 6,335 | $ 6,476 |
Total lease liability | $ 6,908 |
Schedule of Lease Terms and Dis
Schedule of Lease Terms and Discount Rate (Details) | Dec. 31, 2022 |
Accounting Policies [Abstract] | |
Weighted average remaining lease term (in years) - operating lease | 12 years 1 month 24 days |
Weighted average discount rate - operating lease | 11.07% |
Schedule of Cash Flow Related t
Schedule of Cash Flow Related to Lease (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |
ROU amortization | $ 364 |
Cash paydowns of operating liability | $ (364) |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Accounting Policies [Abstract] | |
2023 | $ 998 |
2024 | 1,147 |
2025 | 1,053 |
2026 | 1,027 |
2027 | 831 |
Thereafter | 8,345 |
Total future minimum lease payments | 13,401 |
Less: Lease imputed interest | (6,493) |
Total | $ 6,908 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 4,822 | $ 4,941 |
Discounts and returns | (763) | (730) |
Net Revenue | 4,059 | 4,211 |
Wholesale [Member] | ||
Total revenue | 889 | 554 |
Retails [Member] | ||
Total revenue | 3,921 | 4,366 |
Other [Member] | ||
Total revenue | $ 12 | $ 21 |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Loss (Details) - shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 99,529,277 | 106,037,464 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 34,736,220 | 34,736,220 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 9,005,685 | 5,518,185 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | ||
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 55,787,372 | 65,783,059 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | ||
Dec. 31, 2022 USD ($) Integer | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Allowance for doubtful accounts receivable | $ 79,000 | $ 79,000 | |
Property and equipment, useful life | Depreciation is calculated using the straight-line method over the estimated useful lives of the assets | ||
Investee losses | $ 0 | ||
Impairment of goodwill | $ 0 | ||
Impairment of intangible assets | |||
Income tax rate | 21% | ||
Operating lease expense | $ 364,000 | 327,000 | |
Advertising expense | $ 39,000 | 122,000 | |
Number of operating segments | Integer | 1 | ||
Accounting Standards Update 2016-02 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease expense | $ 364,000 | $ 327,000 | |
Accounting Standards Update 2016-02 [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease term | 1 month | ||
Accounting Standards Update 2016-02 [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Lease term | 174 months | ||
Unconsolidated Affiliates [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Equity method investment, ownership percentage | 5% |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 14,904 | $ 14,904 |
Accumulated depreciation | (6,168) | (5,815) |
Property and equipment, net | 8,736 | 9,089 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,151 | 1,151 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 93 | 93 |
Signage [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19 | 19 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,590 | 2,590 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,532 | 3,532 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,460 | 7,460 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 59 | $ 59 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 352 | $ 409 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 343 | $ 569 |
Work-in-progress | 226 | 450 |
Finished goods | 1,443 | 1,656 |
Total Inventory | $ 2,012 | $ 2,675 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory reserve | $ 0 | $ 0 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 381 | $ 538 |
ERTC credits | 201 | 201 |
Deposits and other current assets | 161 | 190 |
Total prepaid expenses and other current assets | $ 743 | $ 929 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Employee retention tax credit | $ 5,100 | |
Employee retention tax credit receivable | $ 201 |
Schedule of Non-Controlling Int
Schedule of Non-Controlling Interests in Consolidated Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI Equity Share | $ 1,478 | $ 1,640 | |
Net Loss Attributable to NCI | (13) | $ (123) | (162) |
NCI in Consolidated Entities | 1,465 | 1,478 | |
NVD RE Corp [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI Equity Share | 516 | 553 | |
Net Loss Attributable to NCI | (9) | (37) | |
NCI in Consolidated Entities | $ 507 | $ 516 | |
Non-Controlling Ownership, percentage | 36.20% | 36.20% | |
Western Coast Ventures (WCV) [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI Equity Share | $ 839 | $ 842 | |
Net Loss Attributable to NCI | (3) | ||
NCI in Consolidated Entities | $ 839 | $ 839 | |
Non-Controlling Ownership, percentage | 49% | 49% | |
YMY Ventures, Inc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI Equity Share | $ 329 | $ 299 | |
Net Loss Attributable to NCI | (4) | 30 | |
NCI in Consolidated Entities | $ 325 | $ 329 | |
Non-Controlling Ownership, percentage | 50% | 50% | |
Michigan RE1 Inc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
NCI Equity Share | $ (206) | $ (54) | |
Net Loss Attributable to NCI | (152) | ||
NCI in Consolidated Entities | $ (206) | $ (206) | |
Non-Controlling Ownership, percentage | 49% | 49% |
Schedule of Discontinued Operat
Schedule of Discontinued Operations of Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2021 | Dec. 15, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Cash and cash equivalents | $ 47 | |
Inventory | 509 | |
Prepaid expenses and other current assets | 242 | |
Total current assets | 798 | |
Property and equipment, net | 4 | |
Right of use asset | 327 | |
Intangible assets, net | 7,049 | |
Total assets | 8,178 | |
Accounts payable and accrued expenses | 7,551 | |
Short term notes and advances | 3 | |
Lease liability | 218 | |
Total current liabilities | 7,772 | |
Lease liability - long term | 108 | |
Total liabilities | $ 7,880 | |
Revenues | $ 3,805 | |
Cost of goods sold | 3,772 | |
Gross Profit | 33 | |
Operating expenses: | ||
Consulting fees | 4 | |
Professional fees | 24 | |
General and administration | 1,749 | |
Total operating expenses | 1,777 | |
Loss from operations | (1,744) | |
Other expenses | ||
Interest expense | 1 | |
Total other expense | 1 | |
Loss from discontinued operations | $ (1,745) |
Discontinued Operations, Asse_3
Discontinued Operations, Assets and Liabilities Held for Sale (Details Narrative) - Discontinued Operations [Member] - Driven Deliveries Inc [Member] $ in Thousands, shares in Millions | Dec. 15, 2021 USD ($) shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Stock repurchased during period, shares | shares | 11.5 |
Liabilities assumed | $ 7,900 |
Accounts payable | $ 210 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets, Accumulated Amortization Balance, beginning | $ (1,501) |
Finite-Lived Intangible Assets Net Balance, beginning | 8,014 |
Finite-Lived Intangible Assets, Accumulated Amortization Balance, ending | (1,680) |
Finite-Lived Intangible Assets Net Balance, ending | $ 7,835 |
YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Finite-Lived Intangible Assets Gross Balance, beginning | $ (13) |
Yerba Buena, LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | $ (22) |
Yerba Buena, LLC [Member] | Minimum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
Yerba Buena, LLC [Member] | Maximum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Finite-Lived Intangible Assets Gross Balance, beginning | $ (131) |
JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | $ (4) |
JV Retail 3 [Member] | Minimum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
JV Retail 3 [Member] | Maximum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | $ (4) |
JV Retail 4 [Member] | Minimum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 3 years |
JV Retail 4 [Member] | Maximum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | $ (5) |
JV Extraction [Member] | Minimum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 10 years |
JV Extraction [Member] | Maximum [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 15 years |
Other [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life | 5 years |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Cannabis Licenses [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | 8,365 |
Finite-Lived Intangible Assets Gross Balance, ending | 8,365 |
Cannabis Licenses [Member] | YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Cannabis Licenses [Member] | Yerba Buena, LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Cannabis Licenses [Member] | Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Cannabis Licenses [Member] | JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Cannabis Licenses [Member] | JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Cannabis Licenses [Member] | JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Trade Name [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | 280 |
Finite-Lived Intangible Assets Gross Balance, ending | 280 |
Trade Name [Member] | YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Trade Name [Member] | Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Trade Name [Member] | JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Trade Name [Member] | JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Trade Name [Member] | JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Trade Name [Member] | Other [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | 645 |
Finite-Lived Intangible Assets Gross Balance, ending | 645 |
Customer Relationship [Member] | YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | Yerba Buena, LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Customer Relationship [Member] | Other [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | 220 |
Finite-Lived Intangible Assets Gross Balance, ending | 220 |
Non-Compete [Member] | YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | Yerba Buena, LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Non-Compete [Member] | Other [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Technology [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | 5 |
Finite-Lived Intangible Assets Gross Balance, ending | 5 |
Technology [Member] | YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Technology [Member] | Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Technology [Member] | JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Technology [Member] | JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Technology [Member] | JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Technology [Member] | Other [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | |
Accumulated Amortization [Member] | YMY Ventures LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | (13) |
Accumulated Amortization [Member] | Yerba Buena, LLC [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | (22) |
Accumulated Amortization [Member] | Foot Hills [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | (131) |
Accumulated Amortization [Member] | JV Retail 3 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | (4) |
Accumulated Amortization [Member] | JV Retail 4 [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | (4) |
Accumulated Amortization [Member] | JV Extraction [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning | (5) |
Accumulated Amortization [Member] | Other [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Assets Gross Balance, beginning |
Schedule of Expected Amortizati
Schedule of Expected Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 680 | |
2024 | 680 | |
2025 | 680 | |
2026 | 680 | |
2027 | 680 | |
Thereafter | 4,435 | |
Intangible assets, net | $ 7,835 | $ 8,014 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 179 | $ 218 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 2,176 | $ 1,790 |
Accrued credit cards | 40 | 14 |
Accrued interest | 130 | 111 |
Accrued payroll | 161 | 109 |
Accrued sales tax liability | 38 | 120 |
Other | 257 | 166 |
Total Accounts Payable and Accrued Expenses | $ 2,802 | $ 2,310 |
Schedule of Short-term Notes an
Schedule of Short-term Notes and Advances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Disclosure [Abstract] | ||
Equipment financing | $ 19 | $ 20 |
Insurance financing | 74 | 230 |
Promissory note | 330 | 201 |
Total notes payable and advances | 423 | 451 |
Current portion of long-term debt | 1,000 | 1,000 |
Long-term mortgages, net of current portion | 1,225 | 1,225 |
Total long-term debt, net of current portion | $ 2,225 | $ 2,225 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Debt Disclosure [Abstract] | ||
2023 | $ 1,000 | |
2024 | 775 | |
2025 | 450 | |
2026 | ||
2027 | ||
Thereafter | ||
Total long-term debt, net of current portion | 2,225 | $ 2,225 |
Less current portion of long-term debt: | (1,000) | (1,000) |
Long term debt | $ 1,225 | $ 1,225 |
Notes Payable and Advances (Det
Notes Payable and Advances (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Nov. 26, 2022 | Jul. 31, 2022 | Jul. 07, 2022 | May 23, 2022 | Apr. 06, 2022 | Apr. 05, 2022 | Feb. 24, 2022 | Feb. 14, 2022 | Nov. 23, 2020 | Jan. 31, 2023 | May 31, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Jul. 31, 2016 | Dec. 31, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Feb. 09, 2022 | Jan. 30, 2020 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Base rental fee | $ 31,500 | $ 4,285 | $ 9,696 | $ 7,033 | ||||||||||||||||||||||
Base rental fee percentage | 2.50% | |||||||||||||||||||||||||
Mulino Property [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument periodic payment | $ 13,750 | |||||||||||||||||||||||||
Mortgage loan interest rate | 15% | |||||||||||||||||||||||||
Finance lease liability | $ 1,094,989 | |||||||||||||||||||||||||
Base rental fee | $ 29,167 | |||||||||||||||||||||||||
Base rental fee percentage | 2% | |||||||||||||||||||||||||
Proceeds from transaction amount | $ 1,800,000 | |||||||||||||||||||||||||
Gain (loss) on sale of other investments | $ 1,400,000 | |||||||||||||||||||||||||
NVD RE Corp [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 37.50% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,667 | |||||||||||||||||||||||||
Long term debt | $ 300,000 | |||||||||||||||||||||||||
Due to related party | $ 1,275,000 | |||||||||||||||||||||||||
Payments to acquire business gross | 600,000 | |||||||||||||||||||||||||
Payments for tenant | $ 675,000 | |||||||||||||||||||||||||
January 2020 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan interest rate | 12% | |||||||||||||||||||||||||
Mortgage face amount | $ 450,000 | |||||||||||||||||||||||||
Payment term | three-year term | |||||||||||||||||||||||||
March 2020 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan interest rate | 12% | |||||||||||||||||||||||||
Mortgage face amount | $ 775,000 | |||||||||||||||||||||||||
Payment term | two-year term | |||||||||||||||||||||||||
Commercial Paper [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | $ 250,000 | |||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 250,000 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 10% | |||||||||||||||||||||||||
Common stock warrant exercise price | $ 0.05 | |||||||||||||||||||||||||
Common shares warrant purchase | 250,000 | |||||||||||||||||||||||||
Extension fee | $ 5,000 | |||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 124,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,352,941 | |||||||||||||||||||||||||
Long-Term Debt, Gross | $ 80,016 | |||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 27,880 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 13.29% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 642 | |||||||||||||||||||||||||
Long term debt | 19,206 | |||||||||||||||||||||||||
Notes Payable One [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 430,657 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 7.64% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 35,795 | |||||||||||||||||||||||||
Long term debt | 0 | |||||||||||||||||||||||||
Debt instrument down payment | $ 86,131 | |||||||||||||||||||||||||
Notes Payable 2 [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | 0 | |||||||||||||||||||||||||
Notes Payable 2 [Member] | 10-month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 17,551 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 7.37% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,327 | |||||||||||||||||||||||||
Debt instrument down payment | $ 18,033 | |||||||||||||||||||||||||
Notes Payable Thirteen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 29,060 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 9.65% | |||||||||||||||||||||||||
Long term debt | 2,698 | |||||||||||||||||||||||||
Debt instrument down payment | $ 5,812 | |||||||||||||||||||||||||
Notes Payable Thirtenth [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument periodic payment | $ 2,697.47 | |||||||||||||||||||||||||
Notes Payable Fourteen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 7,599 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 11.50% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 640.41 | |||||||||||||||||||||||||
Long term debt | 1,922 | |||||||||||||||||||||||||
Debt instrument down payment | $ 2,121 | |||||||||||||||||||||||||
Notes Payable Fifteen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 20,931 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 10.50% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,808.22 | |||||||||||||||||||||||||
Long term debt | 1,808 | |||||||||||||||||||||||||
Debt instrument down payment | $ 5,347 | |||||||||||||||||||||||||
Notes Payable Sixteen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 10,150 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 11% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 837 | |||||||||||||||||||||||||
Debt instrument down payment | $ 3,950 | |||||||||||||||||||||||||
Notes Payable Sixteen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | 3,391 | |||||||||||||||||||||||||
Notes Payable Seventeen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 144,500 | |||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 9.49% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 11,348 | |||||||||||||||||||||||||
Debt instrument down payment | $ 35,803 | |||||||||||||||||||||||||
Notes Payable Seventeen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | 56,740 | |||||||||||||||||||||||||
Notes Payable Eighteen [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 11,089 | |||||||||||||||||||||||||
Notes Payable Eightenth [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 12.90% | |||||||||||||||||||||||||
Debt instrument periodic payment | $ 971 | |||||||||||||||||||||||||
Debt instrument down payment | $ 1,961 | |||||||||||||||||||||||||
Notes Payable Eightenth [Member] | 12-Month Premium Finance Agreement [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | 7,769 | |||||||||||||||||||||||||
Two Promissory Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Common stock warrant exercise price | $ 0.45 | |||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | 125,000 | $ 250,000 | |||||||||||||||||||||||
Debt instrument interest rate stated percentge | 12% | |||||||||||||||||||||||||
Common stock warrant exercise price | $ 0.85 | |||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,434,782 | |||||||||||||||||||||||||
Two Promissory Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 10 years | 5 years | 5 years | |||||||||||||||||||||||
Debt discount | 44,984 | 49,452 | ||||||||||||||||||||||||
Two Promissory Note [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | $ 200,548 | |||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 100,000 | |||||||||||||||||||||||||
Long-Term Debt, Mortgages [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan interest rate | 15% | |||||||||||||||||||||||||
Mortgage loan maturity date | Jan. 31, 2022 | |||||||||||||||||||||||||
Payments of debt restructuring cost | 400,000 | |||||||||||||||||||||||||
Long Term Debt Mortgages One [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan interest rate | 11.55% | |||||||||||||||||||||||||
Mortgage loan maturity date | Apr. 01, 2022 | |||||||||||||||||||||||||
Mortgage face amount | $ 400,000 | 400,000 | ||||||||||||||||||||||||
Mortgage paid | $ 38,000 | |||||||||||||||||||||||||
Long-Term Debt, Mortgages Two [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan interest rate | 15% | |||||||||||||||||||||||||
Repayments of debt | 700,000 | |||||||||||||||||||||||||
Long-Term Debt, Mortgages Three [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Mortgage loan interest rate | 14% | |||||||||||||||||||||||||
Mortgage loan maturity date | Jul. 31, 2023 | |||||||||||||||||||||||||
Long-Term Debt, Mortgages Four [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | 200,000 | |||||||||||||||||||||||||
Long-term Debt Mortgages Five [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long term debt | $ 400,000 | |||||||||||||||||||||||||
Mortgage loan interest rate | 14% | |||||||||||||||||||||||||
Payment of debt | $ 300,000 |
Schedule of Assumptions Used Va
Schedule of Assumptions Used Valuations of Warrants (Details) - Warrants Granted [Member] - Convertible Debt [Member] | Dec. 31, 2022 $ / shares |
Measurement Input, Exercise Price [Member] | |
Short-Term Debt [Line Items] | |
Exercise price | $ 2.93 |
Measurement Input, Expected Dividend Rate [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | |
Measurement Input, Option Volatility [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | 85 |
Minimum [Member] | |
Short-Term Debt [Line Items] | |
Share price | $ 1.78 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | 1.4 |
Maximum [Member] | |
Short-Term Debt [Line Items] | |
Share price | $ 2.10 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | 1.9 |
Schedule of Warrant Liability a
Schedule of Warrant Liability and Embedded Derivative Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Change in fair value | $ 215 | |
Warrant Liability [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Beginning balance | ||
Change in fair value | 6 | |
Beginning, balance of derivative liability | 6 | |
Derivative Liability [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Beginning balance | 370 | |
Change in fair value | (215) | |
Beginning, balance of derivative liability | $ 155 |
Convertible debt (Details Narra
Convertible debt (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||||||||
Mar. 14, 2019 USD ($) shares | Mar. 14, 2019 CAD ($) $ / shares shares | Dec. 27, 2018 CAD ($) shares | Jun. 30, 2022 USD ($) $ / shares | Jan. 31, 2019 USD ($) shares | Jan. 31, 2019 CAD ($) $ / shares shares | Dec. 31, 2018 USD ($) shares | Dec. 31, 2018 CAD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 CAD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 CAD ($) $ / shares | Jun. 30, 2022 $ / shares | Apr. 30, 2020 $ / shares | |
Short-Term Debt [Line Items] | ||||||||||||||
Convertible debentures converted | $ 124,000 | |||||||||||||
Shares issued, value | $ 285,000 | |||||||||||||
Fair value of warrants | 45,000 | $ (1,738,000) | ||||||||||||
Convertible Debentures [Member] | Warrant Holders [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock warrant exercise price | $ / shares | $ 1.50 | |||||||||||||
Share price | $ / shares | 1.15 | |||||||||||||
Convertible Debenture [Member] | Warrant Holders [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock warrant exercise price | (per share) | $ 1,000 | $ 0.20 | ||||||||||||
Debt instrument conversion price | $ / shares | 0.80 | 1.90 | ||||||||||||
Share price | $ / shares | $ 1.87 | |||||||||||||
Debt instrument prepayment percentage | 5% | |||||||||||||
Convertible debt | $ 1,200,000 | 900,000 | ||||||||||||
Extinguishment of debt | 803,000 | |||||||||||||
Convertible debt | 1,900,000 | |||||||||||||
Convertible Debenture One [Member] | Warrant Holders [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Convertible debt | 1,100,000 | |||||||||||||
Convertible debt | 1,500,000 | |||||||||||||
Warrant Holders [Member] | Convertible Debenture [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Share price | $ / shares | $ 0.10 | |||||||||||||
Canaccord Genuity Inc., [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Proceeds from private offerings | $ 3,100,000 | $ 4,100,000 | ||||||||||||
Convertible debentures converted | $ 1,000 | |||||||||||||
Debt instrument interest rate stated percentage | 105% | 105% | ||||||||||||
Debt instrument conversion price | $ / shares | $ 3 | |||||||||||||
Debt conversion, shares issued | shares | 333.33 | 333.33 | ||||||||||||
Fair value of warrants | $ 424,000 | |||||||||||||
Canaccord Genuity Inc., [Member] | Indenture Trustee [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument principal and interest percenatge | 25% | 25% | ||||||||||||
Canaccord Genuity Inc., [Member] | Senior Unsecured Convertible Debenture [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock warrant exercise price | $ / shares | $ 3.90 | |||||||||||||
Convertible debt | $ 1,000 | |||||||||||||
Debt instrument interest rate stated percentage | 8% | 8% | ||||||||||||
Debt instrument description | upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of | upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of | ||||||||||||
Canaccord Genuity Inc., [Member] | Warrant [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock warrant exercise price | $ / shares | $ 1,000 | |||||||||||||
Payments to broker | $ 1,900,000 | $ 2,500,000 | ||||||||||||
Cash commission percentage | 7% | 7% | ||||||||||||
Commission fee | $ 157,290 | |||||||||||||
Finance fee | $ 50,000 | |||||||||||||
Shares issued, value | $ 50,000 | |||||||||||||
Debt instrument conversion price | $ / shares | $ 3 | |||||||||||||
Commission and finance fee plus additional expenses | 20,000 | |||||||||||||
Legal fees | $ 181,365 | |||||||||||||
Offering fee and expense | $ 320,000 | |||||||||||||
CD Special Warrant [Member] | Warrant [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Convertible debentures converted | $ 700,000 | $ 1,000,000 | ||||||||||||
CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | Private Offering [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Convertible debentures converted | $ 2,300,000 | |||||||||||||
CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | Warrant [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Number of warrant shares issued | shares | 962 | 3,121 | 3,121 | |||||||||||
Common stock warrant exercise price | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||
Convertible debentures converted | $ 3,100,000 | $ 2,300,000 | $ 3,100,000 | |||||||||||
CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | Agency Agreement [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock shares convenvertible securities | shares | 10,000 | |||||||||||||
Proceeds from private offerings | $ 10,000,000 | |||||||||||||
Broker CD Special Warrant [Member] | Warrant [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock shares convenvertible securities | shares | 5,600 | 5,600 | ||||||||||||
Broker CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | Private Offering [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock shares convenvertible securities | shares | 52,430 | 52,430 | ||||||||||||
Broker CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | Warrant [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Common stock shares convenvertible securities | shares | 52,430 | 52,430 |
Schedule of Liabilities Measure
Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 99 | $ 55 |
Embedded derivative liability | 155 | |
Total fair value | 254 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Embedded derivative liability | ||
Total fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Embedded derivative liability | ||
Total fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 99 | |
Embedded derivative liability | 155 | |
Total fair value | $ 254 |
Schedule of Level 3 Liabilities
Schedule of Level 3 Liabilities Measured at Fair Value (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Fair value, beginning balance | $ 425 |
Warrants granted for services | |
Change in fair value | (171) |
Fair value, beginning balance | 254 |
Warrant Liability [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Fair value, beginning balance | 55 |
Warrants granted for services | |
Change in fair value | 44 |
Fair value, beginning balance | 99 |
Embedded Derivative Liability [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Fair value, beginning balance | 370 |
Warrants granted for services | |
Change in fair value | (215) |
Fair value, beginning balance | $ 155 |
Summary of Weighted Average Sig
Summary of Weighted Average Significant Unobservable Inputs (Details) - Embedded Derivative Liability [Member] | Dec. 31, 2022 $ / shares | Sep. 30, 2022 $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 0.10 | $ 0.10 |
Contractual term (years) | 2 years 7 months 6 days | 2 years 9 months 18 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 145 | 141 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 3.77 | 4 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Measurement Input, Credit Spread [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 14 | 14 |
Measurement Input, Credit Spread [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 16 | 16 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | 3 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value assumption, description | The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5% for a 4% change in volatility and will vary by less than 1% for each 1% change in credit spread. |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility rate | 1.5 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Volatility rate | 4 |
Measurement Input, Credit Spread [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Credit spread | 1 |
Measurement Input, Credit Spread [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Credit spread | 1 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2021 | Jun. 25, 2021 | Jun. 24, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 300,000,000 | 750,000,000 | 300,000,000 | |
Shares issued for compensation, shares | 1,137,500 | 3,223,611 | ||||
Shares issued for compensation, value | $ 285,000 | |||||
Stock issued during the period, value | 285,000 | |||||
Principal balance of debt | $ 124,000 | |||||
Accrued Interest Related to Convertible Notes [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Principal balance of debt | $ 67,000 | |||||
Number of shares in exchange | 555,953 | |||||
Convertible Debt [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Principal balance of debt | $ 124,000 | |||||
Number of shares in exchange | 7,352,941 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued for compensation, shares | 1,000,000 | |||||
Shares issued for compensation, value | $ 23,000 | $ 220,000 | ||||
Stock issued during the period | 3,223,611 | |||||
Stock issued during the period, value | $ 3,000 | |||||
Shares cancelled during period | 11,506,700 | |||||
Principal balance of debt | $ 7,000 | |||||
Number of shares in exchange | 7,352,941 | |||||
Consulting Agreements [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued during the period | 350,000 | 130,000 | ||||
Stock issued during the period, value | $ 9,000 | $ 30,000 | ||||
Share price | $ 0.23 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Granted (Details) - Options [Member] - $ / shares | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Exercise price | $ 0.05 | |
Expected term | 4 years 11 months 8 days | |
Expected volatility rate | 124% | |
Risk-free rate of interest | 2.42% | |
Expected dividend rate | 0% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Compensation Related Costs [Abstract] | ||
Number of Options, Outstanding Beginning Balance | 5,955,685 | 6,697,916 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 1.07 | $ 1.07 |
Aggregate Intrinsic Value, Beginning Balance | $ 54 | |
Weighted Average Remaining Contractual Term, Beginning Balance | 2 years 10 months 24 days | 2 years 1 month 2 days |
Number of Options, Granted | 3,425,000 | 1,500,000 |
Weighted Average Exercise Price, Granted | $ 0.05 | $ 0.07 |
Aggregate intrinsic value, granted | ||
Weighted Average Remaining Contractual Term, Granted | 4 years 11 months 8 days | 4 years 4 months 20 days |
Number of Options, Expired | (2,242,231) | |
Weighted Average Exercise Price, Expired | $ (0.67) | |
Aggregate intrinsic value, expired | ||
Number of Options, Outstanding Ending Balance | 9,380,685 | 5,955,685 |
Weighted Average Exercise Price, Outstanding Endiing Balance | $ 0.27 | $ 1.07 |
Aggregate Intrinsic Value, Ending Balance | ||
Weighted Average Remaining Contractual Term, Ending Balance | 3 years 1 month 17 days | |
Number of Options, Vested and Exercisable | 9,005,685 | |
Weighted Average Exercise Price, Vested and Exercisable | $ 0.35 | |
Aggregate Intrinsic Value, Vested and Exercisable | ||
Weighted Average Remaining Contractual Term, Vested and Exercisable | 2 years 9 months 29 days |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total stock-based compensation | $ 119 | $ 512 |
Stock Awards [Member] | ||
Total stock-based compensation | 32 | 220 |
Stock Options [Member] | ||
Total stock-based compensation | 87 | 292 |
Warrant [Member] | ||
Total stock-based compensation |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - Stock Options [Member] | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based payment arrangement, period for recognition | 4 years 11 months 8 days | 4 years 11 months 8 days |
Measurement Input, Expected Dividend Rate [Member] | ||
Dividend rate | 0% |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||||||
Mar. 28, 2022 USD ($) | Feb. 22, 2018 USD ($) ft² | May 31, 2021 USD ($) | Sep. 30, 2019 USD ($) | Jan. 31, 2019 USD ($) | Jul. 31, 2016 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 CAD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 CAD ($) $ / shares | Jun. 30, 2022 $ / shares | Nov. 23, 2020 ft² | |
Loss Contingencies [Line Items] | ||||||||||||
Lease term | 15 years | 4 years | 5 years | 10 years | ||||||||
Payments for rent | $ 31,500 | $ 4,285 | $ 9,696 | $ 7,033 | ||||||||
Sale leaseback transaction | $ 315 | |||||||||||
Percentage of base rental fees escalation | 2% | |||||||||||
Security deposit | $ 14,000 | |||||||||||
Lease operating, description | On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017 and continues through November 31, 2026 at a starting rate of $3,525 a month that escalates after the first year. The Company subleases this property to a related party (see disclosures below under “Springfield Suites”). As of December 31, 2022, Company eliminates this rental income in consolidation. | |||||||||||
Square feet | ft² | 12,322 | 2,000 | ||||||||||
Loss contingency accrual at carrying value | $ 3,525 | |||||||||||
Base rental fee percentage | 2.50% | |||||||||||
Shares issued, value | $ 285,000 | |||||||||||
Canaccord Genuity Corp [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Sale of stock number of shares issued in transaction | shares | 16,926,019 | 16,926,019 | ||||||||||
Share price | $ / shares | $ 0.55 | |||||||||||
Sale of stock consideration received on transaction | $ 10,309,210 | |||||||||||
Brian Hayek Et Al [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Loss contingency damages sought value | $ 349,876.69 | |||||||||||
Warrant [Member] | Canaccord Genuity Corp [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Common stock warrant exercise price | $ / shares | $ 0.68 | |||||||||||
IPO [Member] | Canaccord Genuity Corp [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Shares issued, value | $ 420,000 | |||||||||||
Common stock issued for cash, shares | shares | 972,092 | 972,092 | ||||||||||
Share price | $ / shares | $ 0.43 | |||||||||||
IPO [Member] | Broker Share [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Aggregate number of shares issued percentage | 7% | 7% | ||||||||||
IPO [Member] | Broker Warrant [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Sale of stock percentage of ownership after transaction | 3.50% | 3.50% | ||||||||||
Common stock warrant exercise price | $ / shares | $ 0.55 | |||||||||||
Over-Allotment Option [Member] | Canaccord Genuity Corp [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Sale of stock number of shares issued in transaction | shares | 1,471,291 | 1,471,291 | ||||||||||
Sale of stock consideration received on transaction | $ 809,210.05 | |||||||||||
Over-Allotment Option [Member] | Agency Agreement [Member] | Maximum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Additional shares percentage | 15% | 15% | ||||||||||
Additional offering shares | shares | 2,590,909 | 2,590,909 | ||||||||||
Gross proceeds from issuance initial public offering | $ 10,925,000 | |||||||||||
Agents commission | 764,750 | |||||||||||
Proceeds from issuance initial public offering | 10,160,250 | |||||||||||
Over-Allotment Option [Member] | Agency Agreement [Member] | Minimum [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Gross proceeds from issuance initial public offering | 9,200,000 | |||||||||||
Agents commission | 644,000 | |||||||||||
Proceeds from issuance initial public offering | 8,556,000 | |||||||||||
Land Lord [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Security deposit | $ 60,000 | |||||||||||
Agent [Member] | Agency Agreement [Member] | ||||||||||||
Loss Contingencies [Line Items] | ||||||||||||
Finance fee | $ 100,000 | |||||||||||
Cash | $ 50,000 | |||||||||||
Shares issued, value | $ 50,000 | |||||||||||
Common stock issued for cash, shares | shares | 90,909 | 90,909 | ||||||||||
Estimated offering cost | $ 350,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Member] | Oregon Real Estate Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Land purchase price | $ 275,000 | |
Unsecured Convertible Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Debt conversion, original debt amount | $ 250,000 | |
Warrant, shares | 7,352,941 | |
Conversion rate | 50% | |
Debt instrument face amount | $ 125,000 | |
Unsecured Convertible Promissory Note [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Debt conversion, original debt amount | 250,000 | |
Convertible debt | $ 125,000 | |
Stock issued during the period | 5,434,782 | |
Conversion per share | $ 0.01 | |
Interest rate | 12% | |
Common stock warrant exercise price | $ 0.005 | |
Unsecured Convertible Promissory Note [Member] | Subsequent Event [Member] | Warrant [Member] | ||
Subsequent Event [Line Items] | ||
Warrant, shares | 500,000 |